EX-99.(H)(1)(B) 39 d21193-ex99h1b.htm

AMENDMENT

To Transfer Agency Agreement
between
JP Morgan Funds and Boston Financial Data Services, Inc.

This Amendment is made as of this 31st day of January 2007 in accordance with Section 27 D of the Transfer Agency Agreement dated February 19, 2005 between each of the entities listed on Exhibit A (“JP Morgan”) and Boston Financial Data Services, Inc. (“Boston Financial”) (the “Agreement”). The parties desire to amend the Agreement as set forth herein.

WHEREAS, the parties hereto wish to amend the Agreement to reflect the addition of JPMorgan Cash Plus Fund LLC as a Trust under the Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

 

 

1.

Capitalized terms not otherwise defined herein shall have the same meaning as are set forth in the Agreement.

 

 

2.

Because the JPMorgan Cash Plus Fund LLC is not required to be to be registered as an investment company under the Investment Company Act of 1940, the representation in 3.B of the Agreement is not applicable to it.

 

 

3.

The current Appendix A dated August 10, 2006 is hereby replaced and superseded with the Appendix A dated January 31, 2007.

 

 

4.

The current Exhibit A Fee Schedule dated Fund Merger – August 31, 2009 is hereby replaced and superseded with the Exhibit A dated January 31, 2007 – August 31, 2009.

 

 

5.

This Amendment shall inure to the benefit of and is binding upon the parties hereto and their respective successors and permitted assigns.

 

 

6.

This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

SIGNATURES TO FOLLOW ON NEXT PAGE

AMENDMENT
(continued)

          IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized officers as of the day and year first above written.

 

 

 

BOSTON FINANCIAL DATA SERVICES, INC.

 

JPMORGAN TRUST I

 

 

JPMORGAN TRUST II

 

 

UNDISCOVERED MANAGERS FUNDS

 

 

J.P. MORGAN MUTUAL FUND GROUP

 

 

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

 

 

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST

 

 

UM INVESTMENT TRUST

 

 

J.P. MORGAN SERIES TRUST II

 

 

J.P. MORGAN FLEMING SERIES TRUST

 

 

JPMORGAN INSTITUTIONAL TRUST

 

 

JPMORGAN INSURANCE TRUST

 

 

JPMORGAN CASH PLUS FUND LLC

 

 

 

By: /s/ Brian W. Agnew

 

By: /s/ Laura S. Melman
 
 

Name: Brian W. Agnew

 

Name: Laura S. Melman

 

 

 

Title: Vice President

 

Title: Assistant Treasurer

APPENDIX A
January 31, 2007

 

JPMorgan Trust I

JPMorgan Emerging Markets Debt Fund

JPMorgan Bond Fund

JPMorgan Strategic Income Fund

JPMorgan Short Term Bond Fund

JPMorgan Enhanced Income Fund

JPMorgan California Tax Free Bond Fund

JPMorgan Intermediate Tax Free Bond Fund

JPMorgan New York Tax Free Bond Fund

JPMorgan Tax Aware Short-Intermediate Income Fund

JPMorgan Tax Aware Disciplined Equity Fund

JPMorgan Tax Aware Enhanced Income Fund

JPMorgan Tax Aware U.S. Equity Fund

JPMorgan Tax Aware Large Cap Growth Fund

JPMorgan Equity Income II Fund

JPMorgan Intrepid International Fund

JPMorgan Market Neutral Fund

JPMorgan Emerging Markets Equity Fund

JPMorgan International Opportunities Fund

JPMorgan International Value Fund

JPMorgan Asia Equity Fund

JPMorgan Intrepid European Fund

JPMorgan International Growth Fund

JPMorgan International Small Cap Equity Fund

JPMorgan Japan Fund

JPMorgan International Equity Fund

JPMorgan Disciplined Equity Fund

JPMorgan Diversified Fund

JPMorgan U.S. Equity Fund

JPMorgan U.S. Small Company Fund

JPMorgan Capital Growth Fund

JPMorgan Dynamic Small Cap Fund

JPMorgan Growth and Income Fund

JPMorgan Mid Cap Equity Fund

JPMorgan Small Cap Core Fund

JPMorgan Small Cap Equity Fund

JPMorgan Value Advantage Fund

JPMorgan Intrepid America Fund

JPMorgan Intrepid Growth Fund

JPMorgan Intrepid Multi Cap Fund

JPMorgan Intrepid Value Fund

JPMorgan 100% U.S. Treasury Securities Money Market Fund

JPMorgan California Municipal Money Market Fund

JPMorgan Federal Money Market Fund

JPMorgan New York Municipal Money Market Fund

JPMorgan Prime Money Market Fund

JPMorgan Tax Free Money Market Fund

JPMorgan Tax Aware Core Equity Fund

APPENDIX A
January 31, 2007
(continued)

 

JPMorgan Tax Aware Diversified Equity Fund

JPMorgan Tax Aware International Fund

JPMorgan Tax Aware Real Return Fund

JPMorgan Real Return Fund

JPMorgan U.S. Large Cap Core Plus Fund

JPMorgan Micro Cap Fund

Highbridge Statistical Market Neutral Fund

JPMorgan Intrepid Long/Short Fund

JPMorgan Strategic Small Cap Value Fund

JPMorgan SmartRetirement Income Fund

JPMorgan SmartRetirement 2010 Fund

JPMorgan SmartRetirement 2015 Fund

JPMorgan SmartRetirement 2020 Fund

JPMorgan SmartRetirement 2030 Fund

JPMorgan SmartRetirement 2040 Fund

JPMorgan International Realty Fund

JPMorgan China Region Fund

JPMorgan Global Focus Fund

JPMorgan Global Strategic Appreciation Fund

JPMorgan Global Strategic Preservation Fund

JPMorgan India Fund

JPMorgan International Currency Income Fund

JPMorgan Latin America Fund

JPMorgan Russia Fund

JPMorgan Tax Aware Real Return SMA Fund

JPMorgan World Income Builder Fund

 

Undiscovered Managers Funds

Undiscovered Managers Behavioral Growth Fund

Undiscovered Managers Behavioral Value Fund

JPMorgan Realty Income Fund

Undiscovered Managers Small Cap Growth Fund

 

J.P. Morgan Mutual Fund Group

JPMorgan Short Term Bond Fund II

 

J.P. Morgan Fleming Mutual Fund Group, Inc.

JPMorgan Mid Cap Value Fund

 

J.P. Morgan Mutual Fund Investment Trust

JPMorgan Growth Advantage Fund

 

UM Investment Trust

Undiscovered Managers Multi-Strategy Fund


APPENDIX A
January 31, 2007
(continued)

 

J.P. Morgan Series Trust II

JPMorgan Bond Portfolio

JPMorgan International Equity Portfolio

JPMorgan Mid Cap Value Portfolio

JPMorgan Small Company Portfolio

JPMorgan U.S. Large Cap Core Equity Portfolio

 

J.P. Morgan Fleming Series Trust

JPMorgan Multi-Manager Small Cap Growth Fund

JPMorgan Multi-Manager Small Cap Value Fund

 

JPMorgan Institutional Trust

JPMorgan Ultra Short-Term Bond Trust

JPMorgan Short-Term Bond Trust

JPMorgan Intermediate Bond Trust

JPMorgan Core Bond Trust

JPMorgan Equity Index Trust

 

JPMorgan Trust II

JPMorgan Small Cap Growth Fund

JPMorgan Small Cap Value Fund

JPMorgan Diversified Mid Cap Growth Fund

JPMorgan Diversified Mid Cap Value Fund

JPMorgan Intrepid Mid Cap Fund

JPMorgan Large Cap Growth Fund

JPMorgan Large Cap Value Fund

JPMorgan Equity Income Fund

JPMorgan Equity Index Fund

JPMorgan Market Expansion Index Fund

JPMorgan International Equity Index Fund

JPMorgan Multi-Cap Market Neutral Fund

JPMorgan U.S. Real Estate Fund

JPMorgan Investor Growth Fund

JPMorgan Investor Growth & Income Fund

JPMorgan Investor Balanced Fund

JPMorgan Investor Conservative Growth Fund

JPMorgan Short Duration Bond Fund

JPMorgan Ultra Short Duration Bond Fund

JPMorgan Intermediate Bond Fund

JPMorgan Core Bond Fund

JPMorgan Core Plus Bond Fund

JPMorgan Government Bond Fund

JPMorgan Treasury & Agency Fund

JPMorgan High Yield Bond Fund

JPMorgan Mortgage-Backed Securities Fund

JPMorgan Short Term Municipal Bond Fund

JPMorgan Tax Free Bond Fund

APPENDIX A
January 31, 2007
(continued)

 

JPMorgan Municipal Income Fund

JPMorgan Arizona Municipal Bond Fund

JPMorgan Kentucky Municipal Bond Fund

JPMorgan Louisiana Municipal Bond Fund

JPMorgan Michigan Municipal Bond Fund

JPMorgan Ohio Municipal Bond Fund

JPMorgan West Virginia Municipal Bond Fund

JPMorgan Liquid Assets Money Market Fund

JPMorgan U.S. Government Money Market Fund

JPMorgan U.S. Treasury Plus Money Market Fund

JPMorgan Municipal Money Market Fund

JPMorgan Michigan Municipal Money Market Fund

JPMorgan Ohio Municipal Money Market Fund

 

JPMorgan Insurance Trust

JPMorgan Insurance Trust Balanced Portfolio

JPMorgan Insurance Trust Core Bond Portfolio

JPMorgan Insurance Trust Diversified Equity Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Growth Portfolio

JPMorgan Insurance Trust Diversified Mid Cap Value Portfolio

JPMorgan Insurance Trust Equity Index Portfolio

JPMorgan Insurance Trust Government Bond Portfolio

JPMorgan Insurance Trust International Equity Portfolio

JPMorgan Insurance Trust Intrepid Mid Cap Portfolio

JPMorgan Insurance Trust Large Cap Growth Portfolio

JPMorgan Insurance Trust Large Cap Value Portfolio

JPMorgan Insurance Trust Small Cap Equity Portfolio

 

JPMorgan Cash Plus Fund LLC

SIGNATURES TO FOLLOW ON NEXT PAGE

 

 

 

BOSTON FINANCIAL DATA SERVICES, INC.

 

JPMORGAN TRUST I

 

 

JPMORGAN TRUST II

 

 

UNDISCOVERED MANAGERS FUNDS

 

 

J.P. MORGAN MUTUAL FUND GROUP

 

 

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

 

 

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST

 

 

UM INVESTMENT TRUST

 

 

J.P. MORGAN SERIES TRUST II

 

 

J.P. MORGAN FLEMING SERIES TRUST

 

 

JPMORGAN INSTITUTIONAL TRUST

 

 

JPMORGAN INSURANCE TRUST

 

 

JPMORGAN CASH PLUS FUND LLC

 

 

 

By: /s/ Brian W. Agnew

 

By: /s/ Laura S. Melman
 
 

Name: Brian W. Agnew

 

Name: Laura S. Melman

 

 

 

Title: Vice President

 

Title: Assistant Treasurer

EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
J.P. MORGAN FUNDS
PAGE 1 OF 4

Effective: January 31, 2007 – August 31, 2009

 

 

 

I.

TRANSFER AGENCY

 

 

 

A.

Base Fees:

 

 

 

 

 

Base Fee Per CUSIP (across the Fund Sponsor):

 

 

 

 

 

CUSIPS          (including ACI)                                                                   $3,335 per CUSIP per year

 

 

 

 

 

Closed CUSIPS - $150 per month through May of the following year

 

 

 

 

 

CUSIPS Base Fee for JPMorgan Cash Plus Fund: $15,000 per CUSIP per year

 

 

 

 

 

 

 

B.

Account Maintenance and Processing Fees

 

 

 

 

 

Non-Institutional Non-Network Level 3 & 1 Open Accounts - $19.07 per account per year

 

 

Non-Institutional Network Level 3 Open Accounts - $8.07 per account per year

 

 

Non-Institutional Network Level 1 Open Accounts - $8.07 per account per year

 

 

Institutional Open Accounts:

 

 

 

 

 

 

Accounts in the range from 0 - 400:

 

no charge, included in complex base fee

 

 

 

Accounts in the range from 401 - 600:

 

$1,160 per account per year

 

 

 

Accounts in the range from 601 - 800:

 

$930 per account per year

 

 

 

Accounts in the range from 801 - 1,000:

 

$700 per account per year

 

 

 

Accounts in the range over 1,000:

 

$580 per account per year

 

 

 

 

 

 

 

 

Closed Accounts - $2.09 per closed account per year

 

 

 

 

 

Non-Institutional Omnibus Transactions - $1.00 per transaction

 

-Includes all transactions processed in accounts within social code 009,902,960

 

 

 

Institutional and Intermediary Phone Calls (Inbound & Outbound) - $2.60 per call

 

 

 

 

C.

Optional Services*

 

 

 

 

 

Investor - $1.80 per investor ID

 

 

AML/CIP - $0.23 per open account per year

 

 

Universal Dealer - $150,000 per year – Includes conversion to Universal Rep for combined fund family

 

 

Same Day Cash Management Projected Cash - $18,000 per year.

 

 
 

 

* Fees designated with an asterisk will be allocated between the JPMorgan Funds and the JPMorgan Value Opportunities Fund.

EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
JPMORGAN FUNDS
PAGE 2 OF 4

 

 

 

 

 

 

D.

Alternative Investment Funds: (Multi Strategy Fund, Spinnaker Fund)

 

 

 

Annual CUSIP:

 

 

 

 

S/T investment vehicle - $5,000 per fund per year

 

 

 

 

Investment Fund - $15,000 per fund per year

 

 

 

Manual Transactions:

 

 

 

 

S/T Investment Vehicle – N/A

 

 

 

 

Investment Fund- $5.00 per transaction

 

 

 

Phone Calls:

 

 

 

 

S/T Investment Vehicle – $2.60 per call

 

 

 

 

Investment Fund - $2.60 per call

 

 

 

Certificate Processing Fee:

 

 

 

 

S/T Investment Vehicle – N/A

 

 

 

 

Investment Fund - $5.50 per Certificate

 

E.

 

Financial Intermediary Interface:*

 

 

 

Automated:

 

 

 

 

First four funds - $19,780 per intermediary per year

 

 

 

 

Each additional fund - $3,490 per year

 

 

 

Manual/Partially Automated:

 

 

 

 

First four funds - $39,570 per intermediary per year

 

 

 

 

Each additional fund - $6,980 per year

Programming Rates (rates not subject to usual Boston Financial annual increases provided the existing six dedicated COBOL resources and the existing five dedicated Client Services resources are maintained during the term of this agreement; additional resources would be priced at Boston Financial’s standard rate at the time of the addition). Boston Financial would require a 30-day notification for a reduction of programming support and a 60-day notification to increase the programming support.

 

 

 

 

 

COBOL Programmer:

 

 

 

Dedicated Resources

$140,400 per year each*

 

Additional COBOL Programmers:

 

 

 

Dedicated Resources

$150,000 per year each*

 

Client Services:

 

 

 

Dedicated Resources

$100,000 per year each*

 

Business Analyst/Tester:

 

 

 

On-Request

$125.00 per hour *

 

Technical Programmer:

 

 

 

On-Request

$160.00 per hour*

 

 

 

Insight Technical Support $60,000 per year (across the Fund Sponsor)*

 

TRAC-2000 – under separate schedule

 
 

*Fees designated with an asterisk will be allocated between the JPMorgan Funds and the JPMorgan Value Opportunities Fund.

EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
JPMORGAN FUNDS
PAGE 3 OF 4

NOTES TO THE ABOVE FEE SCHEDULE

 

 

A.

The above schedule does not include out of pocket expenses incurred by Boston Financial on the Trust’s behalf. Examples of out of pocket expenses include but are not limited to Confirmation statements, Investor statements, forms, postage, mailing services, records retention, transcripts, telephone line and long distance charges, client remote hardware, excess history, DST TA2000 Voice, Fan Web, Fan Mail, vision, escheatment, state tax reporting, wire processing charges, same day cash management, regulatory compliance, training, disaster recovery ($.20 per account), magnetic tapes, printing, ACH bank charges, NSCC charges, proxy processing, microfilm/microfiche, etc.

 

 

B.

Service fees and out of pocket expenses are billed monthly. Fees or out-of-pocket expenses are due within 60 days of the date of the original invoice. The application of late charges shall be as set forth in the Agreement.

 

 

C.

NOTICE OF INTENT TO TERMINATE

 

 

 

To terminate the Transfer Agency Agreement, a party must give written notice to the other party of at least 120 days prior to the end of a term, as further described in Section 22 of the Agreement.

 

 

D.

ANNUAL CPI INCREASE

 

 

 

The fees and charges set forth in this fee schedule shall increase upon each anniversary of this Agreement over the fees and charges during the prior 12 months in an amount based on the annual percentage of change in the Consumer Price Index (CPI-U) in the Kansas City, Missouri-Kansas Standard Metropolitan Statistical Area, All Items, Base 1982-1984=100, as last reported by the U.S. Bureau of Labor Statistics.

 

 

E.

EARLY TERMINATION COSTS

          The parties acknowledge that BOSTON FINANCIAL has made significant concessions to JP Morgan, including a substantial reduction in the Fees to be paid by JP Morgan for Services under the Agreement, partially in exchange for JP Morgan’s agreement to a longer term. Should JP Morgan terminate the Agreement to which this Exhibit A is attached prior to the end of its term, BOSTON FINANCIAL will suffer damages in an amount difficult to calculate and uncertain in scope and, accordingly, the parties have agreed that, as liquidated damages and not as a penalty, in such event, BOSTON FINANCIAL shall be entitled to impose the mutually agreed upon liquidated damages equal to the sum of the previous 12 months fees excluding Out of Pocket Charges. Notwithstanding the foregoing, in the event that JP Morgan terminates the Agreement during the last year of the Initial Term, the foregoing early termination damages amount shall be calculated as noted above but shall be subject to a pro rata reduction over the final twelve months of the term depending on JP Morgan’s actual deconversion date.

EXHIBIT A
BOSTON FINANCIAL DATA SERVICES
FEE SCHEDULE
JPMORGAN FUNDS
PAGE 4 OF 4

 

 

 

 

F.

Non-Institutional open account rates will be discounted as follows:

 

 

 

 

 

Accounts in the range of 1,150,000 – 1,500,000

10% discount

 

 

Accounts in the range of 1,500,001 – 2,000,000

15% discount

 

 

Accounts greater than 2,000,000

20% discount

 

 

G.

As used herein, the term “JP Morgan” is intended to refer, and shall be deemed to refer, jointly and severally to the each Trust who has executed, or on whose behalf there has been executed, the Transfer Agency Agreement between Boston Financial and each Trust pursuant to which Boston Financial acts as transfer agent for and provides transfer agent services to each such Trust to which this Fee Proposal is attached (variously, the “Agreement”, the “Agency Agreement” and the “Transfer Agency Agreement”).

 

 

H.

Institutional Accounts are defined as follows:


 

 

 

 

A.

Non Level 3 Account

 

B.

Excessive Traders equals four or more trades per month

 

C.

Account must be in a dealer serviced by the KC Institutional Desk via fax or phone.

 

D.

TPA Traders

 

E.

Relationship Level (i.e. Global Trust has 85 trades per day but in 85 different accounts. Accounts would be marked proportionate to the number of trades per day.

 

F.

Special Servicing Requirements -with approval from fund (i.e. M Shares accounts)

 

G.

Reports are produced each month allocated by Fund. Account totals are provided to the client each month.

 

 

 

BOSTON FINANCIAL DATA SERVICES, INC.

 

JPMORGAN TRUST I

 

 

JPMORGAN TRUST II

 

 

UNDISCOVERED MANAGERS FUNDS

 

 

J.P. MORGAN MUTUAL FUND GROUP

 

 

J.P. MORGAN FLEMING MUTUAL FUND GROUP, INC.

 

 

J.P. MORGAN MUTUAL FUND INVESTMENT TRUST

 

 

UM INVESTMENT TRUST

 

 

J.P. MORGAN SERIES TRUST II

 

 

J.P. MORGAN FLEMING SERIES TRUST

 

 

JPMORGAN INSTITUTIONAL TRUST

 

 

JPMORGAN INSURANCE TRUST

 

 

JPMORGAN CASH PLUS FUND LLC

 

 

 

By: /s/ Brian W. Agnew

 

By: /s/ Laura S. Melman
 
 

Name: Brian W. Agnew

 

Name: Laura S. Melman

 

 

 

Title: Vice President

 

Title: Assistant Treasurer